landmarc leisure corporation ltd share price Directors report


To,

The Members,

Landmarc Leisure Corporation Limited

Your Directors have pleasure in presenting Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2023

1. FINANCIAL RESULTS

Your Company financial performance during the year 2022-23 is summarized below:

(Rs. In Lakhs)

Particulars 2022-23 2021-2022
Income from Operations 106.69 1.13
Other Income 0.32 0.97
Finance Income 0.55 -
Less: Expenses 458.03 138.48
Profit/(Loss) Before Extraordinary Items and Tax (350.47) (136.38)
Less: Extraordinary Items - -
Profit/(Loss) Before Tax (350.47) (136.38)
Less: Taxation - -
Profit/(Loss) After Tax (350.47) (136.38)
EPS (in Rs.) (0.044) (0.017)

2. FINANCIAL SUMMARY

The Companys Net Loss for the Financial Year ended March 31, 2023 stood at Rs.350.47 Lakhs as against a Net Loss of Rs. 136.38/- Lakhs in the previous year.

3. CHANGE IN NAME OF THE COMPANY

There was no change in the name of the company during the year under review.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the company.

5. TRANSFER TO RESERVES

Profit during the year has been transferred to Reserves.

6. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 1,10,00,00,000/- divided into 1,10,00,00,000/- equity shares of Rs. 1/- each and the paid-up share capital of the Company is Rs. 80,00,00,000/-divided into 80,00,00,000 equity shares of Rs. 1/- each. There is no change in the authorized and paid up capital of the company.

During the year under review the company vide outcome of postal ballot dated January 5, 2023 has further issued 2,54,000 Cumulative Redeemable Preference Shares of Rs.100/- each to the Preference Shareholders for the purpose of redemption of 2,54,000 Cumulative Redeemable Preference Shares of Rs.100/- each fully paid up, aggregating to Rs. 2,54,00,000 issued on January 31, 2003 due for redemption on January 30, 2023. The preference share shall carry 0% dividend and will be unlisted preference shares.

7. DIVIDEND

The Board of Directors expressed their inability to recommend any dividend on equity shares for the year ended March 31, 2023.

8. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from public nor during the previous financial year.

9. BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweat equity or Bonus shares during the year under review.

10. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

11. STATUTORYAUDITORS

M/s. S K H D &Associates, Chartered Accountants were appointed as Statutory Auditor of the Company hold office for a period of five years from the conclusion of 30th Annual General Meeting until the conclusion of 35th Annual General Meeting.

The Board noted the continuation of M/s. S K H D & Associates, Chartered Accountants as Statutory Auditors of the Company till FY 2025-2026.

12. INTERNAL AUDITOR

M/s Rupal Motwani is the Internal Auditor of the Company for the FY 2021-22 from FY 2021- 2022 to FY 2023-2024. Further, in the Board meeting, the Internal Auditor was appointed for a further period of three years from FY 2021-22 to FY 2023-24.

13. STATUTORY AUDIT REPORT

The Auditors Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).

14. COST AUDITOR REPORT AND COST RECORD

Appointment of Cost Auditor and maintenance of cost records is not applicable to the company.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

There are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).

16. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. NVB & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2021-22 to 2023-24 pursuant to Section 204 of the Companies Act, 2013 and rules made there under.

The Secretarial Audit Report for the Financial Year 2022-2023 forms part of the Annual Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Companies Act, Appointment of Mrs. Vidhi Kasliwal (DIN: 00332144) as Non-Executive Non Independent Director who retires by rotation and being eligible, offer herself for reappointment.

During the year ended under review, the special resolution passed by the members through postal ballot on April 20, 2022 following directors appointed:

I. Mr. Jitendra Chaudhary (DIN - 09462142) appointed as Non-Executive Independent Director.

II. Ms. Aarti Bagdi (DIN - 03636070) appointed as Non-Executive Women Independent Director.

III. Mr. Mahadevan Kavassery (DIN - 07485859) appointed as Whole Time Director And Chief Financial Officer

In view of appointment of Mr. Jitendra Chaudhary, Non-executive Independent Director as chairperson of the committees in place of Mr. Rudra Narain Jha (Non-executive - Independent Director) company Reconstitution of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee vide Circular resolution passed on July 4, 2023

18. ANNUAL RETURN

The Annual Return along with Notice of AGM is uploaded on the website of the Company. The web link for the same is as under: https://llcl.co.in/

19. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

As on March 31, 2023, the Company does not have any subsidiary, associate or joint venture.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure I.

21. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The web link for the policy is as under: https://llcl.co.in/wp-content/uploads/2016/03/Whistle- Blower-Policy.pdf

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.

23. RELATED PARTY TRANSACTIONS

There were contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related party transactions as per IND AS 24 are given in the notes to the financial accounts and forms part of the Annual Report in AOC-2. The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: https://llcl.co.in/wp-content/uploads/2016/03/Related-Part-Transaction-Policy.pdf

24. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: https://llcl.co.in/wpcontent/uploads/2016/04/Familiarization_Progremme_for_Independent_Direc tors.pdf

26. INDEPENDENT DIRECTORS MEETING

The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

27. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

28. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.

29. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non -Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

30. CORPORATE GOVERNANCE

The company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report.

31. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible

32. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report. The loans and advances made by the Company, during the financial year under review, are within the limits prescribed in the section 186 of the Companies Act, 2013

33. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. As per MCA Circular, Current year AGM is being held through Video Conferencing. Necessary procedure is given in the AGM Notice. Members are requested to update their Email ID either by writing to the Company or through the Register or Transfer Agents.

34. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS

SEBI vide order dated January 20, 2023 has imposed penalty on company and its director. The same has been paid.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on March 31, 2023, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There is no one time settlement done with bank or any financial institution.

37. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF;

The trading of the company has been suspended.

38. NOMINATION AND REMUNERATION POLICY

An extract of the Companys policy relating to directors appointment, payment of remuneration and discharge of their duties is annexed herewith as Annexure II.

The web link to the Nomination and Remuneration Policy is as under: https://llcl.co.in/

39. PARTICULARS OF EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

40. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. a. number of complaints filed during the financial year - None b. number of complaints disposed of during the financial year - None c. number of complaints pending as on end of the financial year - None

42. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

43. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls besides timely statutory audit and limited reviews of performance taking place periodically.

44. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit for the Company for the year ended March 31, 2023;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

45. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK

The Independent directors of the company are yet to be registered with Independent director databank.

46. ACKNOWLEDGEMENT

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Shareholders.

For and on Behalf of the Board of Directors of
Landmarc Leisure Corporation Limited
Place: Mumbai
Date: August 29, 2023
K. R. Mahadevan Vidhi Kasliwal
Whole Time Director & CFO Director
DIN: 07485859 DIN: 00332144